Your Federal Quarterly Tax Payments are due April 15th Get Help Now >>

BYLAWS by tyndale

VIEWS: 19 PAGES: 9

									                                               BYLAWS

              Bylaws of The Forum on Education Abroad, Inc. (Revised May 25, 2006)

                                                Article I
                                                 Name


Section 1.01. Name. The name of this corporation shall be Forum On Education Abroad, Inc., hereinafter
referred to as "The Forum".

                                               Article II
                                               Purpose


Section 2.01. Purposes.

   A. The Forum is organized and shall be operated exclusively for charitable, scientific and
      educational purposes. No part of its earnings shall inure to the benefit of any member or officer
      nor shall any substantial part of its activities consist in carrying on propaganda or otherwise
      attempting to influence legislation, nor shall the Board of Directors of The Forum participate or
      intervene in (including the publishing or distribution of statements of any political campaign on
      behalf of any candidate for public office).
   B. Specific purposes for which The Forum is established are:
           1.
           2. Advocate standards of good practice.
           3. Promote excellence in curricular development and academic design.
           4. Encourage outcomes assessment and other research.
           5. Facilitate data collection.
           6. Advocate education abroad at all levels.

                                               Article III
                                                Offices


Section 3.01. Registered Office. The registered office of The Forum in Delaware shall be The
Brandywine Building, 1000 West Street, 17th Floor, Wilmington, Delaware, 19801.

Section 3.02. Other Offices. The Forum may also have offices at such other places as the Board of
Directors of The Forum may from time to time appoint or the business of The Forum may require.

                                               Article IV
                                               Members


Section 4.01. Classes of Membership. Membership in The Forum shall consist of the following classes
of members.

   A. Governing Members, which shall consist of the members of the Board of Directors named herein
      and their successors. The Governing Members shall be the only class of members to vote for the
      members of the Board of Directors. Sections 4.02 through 4.11 shall not apply to Governing
      Members.
   B. Voting members, which shall consist of educational institutions, consortia, agencies and
      organizations that provide education abroad opportunities for students at U.S. colleges and
       universities. These are full members who designate one representative to vote for the members
       of the Forum Council; and
    C. Associate members, which shall consist of individuals or organizations without voting privileges.
       These members may be additional individuals from member institutions or individuals whose
       institutions are not members; and
    D. Other categories of members which the Board, from time to time, will determine.

Section 4.02. Application for Membership. Any entity or person who meets the above requirements for
a particular class of membership shall be eligible to apply to become a member of the Forum upon the
filing of an application on such form as approved by the Board and upon the payment of an application
fee as determined by the Board:

Section 4.03. Admission to Membership. Admission as a member shall be by vote of the Board. The
Board shall first satisfy itself as to the eligibility and fitness of an applicant for admission in such manner
as it may designate.

Section 4.04. Certificate of Membership. A certificate of membership in such format as the Board may
designate shall be issued to each member as evidence of membership in The Forum.

Section 4.05. Resignation of Membership.The Board may accept the written resignation of any
member. The resignation of a member shall not become effective unless the member shall have paid all
indebtedness to The Forum.

Section 4.06. Termination of Membership.
A. If a member is indebted to The Forum for dues or other items for more than three months, notice shall
be sent by first class mail to the member that its membership may be terminated unless the delinquency
is corrected within one month from the date of the notice. If the indebtedness remains unpaid after the
one-month period, the Board may terminate the membership.

B. The Board, at its sole discretion, may terminate the membership of an organization which alters its
operations in such a way that it no longer meets the qualifications for membership in The Forum.

Section 4.07. Reinstatement of Membership. The Board may reinstate to membership a former
member upon such terms as the Board may designate, but the reinstatement shall not become effective
unless it shall have paid all of its indebtedness to The Forum at the time of the termination of its
membership, plus all additional amounts not in excess of two years' dues that would have since become
payable by it to The Forum had there been no termination of its membership. In the case of membership
that had been terminated more than one year past, the Board shall first satisfy itself as to the continued
eligibility, and fitness of the applicant for reinstatement in such manner as the Board may determine.

Section 4.08. Retention of Membership. Members of The Forum, in order to retain their membership,
shall:

A. Pay dues as provided in the Bylaws; and

B. Conform to and comply with the Bylaws;

Section 4.09. Dues. The annual dues shall be fixed by the Board with respect to each class of
membership. No dues shall be charged to and due from Board Members solely for their status as
Governing Members.

Section 4.10. Dues Period And Payment. The annual dues period shall be from July 1 to June 30 and
shall be based on the member's status on July 1 of each year. The annual dues shall be payable in full by
September 1.
Section 4.11. New Members' Dues. A new member shall pay dues for the first dues period of
membership as follows:

    A. Full annual dues if membership commences in July, August or September
    B. Three-quarters of the annual dues if membership commences in October, November or
       December
    C. One-half of the annual dues if membership commences in January, February or March
    D. No dues if membership commences in April, May or June


                                                Article V
                                           Meeting of Members


Section 5.01. Location of Meetings. Every meeting of the members and of the Board of The Forum
shall be held at such place in the State of Delaware, or elsewhere, as shall be designated in the call for,
or in the waivers of notice of, such meeting.

Section 5.02. Annual Meetings. Annual meetings of members of The Forum shall be held at such times
as the Board shall designate.

Section 5.03. Notice To Membership. Written notice of the annual or any special meeting shall be given
to the membership personally or by first-class mail or electronically at least ten days, but not more than
fifty days, prior to the date of the meeting. If mailed, such notice shall be deemed to have been given
when deposited in the United States mail, with postage thereon prepaid, directed to the member at his
address as it appears on the records of The Forum, or, if he shall have filed with the Secretary of The
Forum a written request that notices to him be mailed to some other address, then directed to him at such
other address. The notice shall set forth the time, place, date and hour of the meeting, and, unless it is an
annual or election meeting indicate that it is being issued at the direction of the person or persons calling
the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is
called. On any matter on the agenda on which the Board has voted or on which there has been a mail
canvass, the notice shall set forth the result of the vote or canvass. Notice of any regular meeting shall be
given to the membership at least ten days but not more than twenty days prior to the date of the meeting.
The notice shall set forth the time, place and agenda for the meeting.

Section 5.04. Quorum. Twenty-five percent of members represented in person or by proxy shall
constitute a quorum for the transaction of business at any meeting of members; but in the absence of a
quorum, a majority of those present may adjourn the meeting to another time without notice, if the time,
date and place to which the meeting is adjourned are announced at the meeting at which the adjournment
is taken, and at the adjourned meeting any business may be transacted that might have been transacted
on the original date of the meeting.

Section 5.05. Number. There shall be no less than one regular meeting of The Forum within each fiscal
year. That meeting shall be the annual meeting which shall be held as designated by the Board

Section 5.06. Time, Place And Agenda. The Chair shall designate the time, place and agenda for any
meeting, except that a meeting shall be held within one month from the receipt by the Chair of a petition
for a meeting, signed by at least one-third of the members of the Board or by at least fifty members, and
the agenda for a meeting shall include the matter set forth in the petition. If the petition is not for a
meeting, but for the inclusion of a matter on the agenda for a meeting, the matter shall be included on the
agenda for a meeting no later than the first meeting held after one month from the receipt by the Chair of
the petition. The Chair may, however, by written notice to the Secretary within the one-month period,
direct that the matter first be referred to the Board, in which case the matter shall automatically be
included on the agenda for the meeting no later than the first meeting held after one month from the date
of the vote on the matter by the Board, but in no event later than the first meeting held after four months
from the receipt by the Chair of the petition.

Section 5.07. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert's
"Rules of Order" shall apply.

                                                  Article VI
                                                   Voting


Section 6.01. Right To Vote. Each Voting or Governing member shall be entitled to one vote with
respect to matters submitted to the respective membership. As applicable, the vote shall be cast by either
the Governing Member or the designated representative of a Voting Member.

Section 6.02. Effect Of Vote At Meetings. At any meeting of the members of The Forum, each member
present in person or by absentee ballot shall be entitled to vote. Absentee ballots shall be obtained from
the Secretary of Board. These ballots shall be received by the Secretary at least five (5) days prior to the
day of the meeting. An absentee ballot shall be revocable at the pleasure of the person executing it. Such
revocations can be made in writing which must be received by the Secretary at least five (5) days prior to
the day of the meeting or by personal attendance at the meeting.

Section 6.03. Mail Ballot. A mail (postal or electronic) ballot shall be had (a) by vote of the Board; (b) by
vote of a meeting, or; (c) upon receipt by the secretary of a petition for a mail ballot, signed by at least
twenty-five members. On any matter on which a mail ballot is to be had, the Secretary shall prepare the
ballot and set forth in it a fair summary of the arguments pro and con, the results of any vote of the Board,
and of any vote at a meeting. The ballot shall be sent to the members within twenty days from the time of
the event that determines that there is to be a mail ballot. Only those ballots received at The Forum's
office within twenty days from the date the ballot was sent to the members shall be counted. A majority
vote of the members voting in the mail ballot shall constitute a vote of the membership, except a vote on a
proposal to amend the bylaws.

Section 6.04. Mail Canvass. A mail (postal or electronic) canvass seeking the expression of opinion of
the members of any matter shall be had: (a) by vote of the Board; (b) by vote of a meeting, as set forth
herein, or; (c) upon receipt by the Secretary of a petition for a mail canvass, signed by at least twenty-five
(25) members. On any matter on which a mail canvass is to be had the Secretary shall prepare the ballot
and set forth in it a fair summary of the arguments pro and con, the results of any vote of the Board, and
of any vote at a meeting. The ballot shall be sent to the members within twenty days from the time of the
event that determines that there is to be a mail canvass. Only those ballots received at The Forum's office
within twenty days from the date the ballot was sent to the members shall be counted. The results of the
canvass shall not be binding.

                                                 Article VII
                                             Board of Directors


Section 7.01. Definition. The business and affairs of The Forum shall be governed and controlled by the
Board of Directors, hereinafter sometimes referred to as "the Board."

                                               Article VIII
                                         Membership Of The Board


Section 8.01. Number of Members. The Board shall consist of nine to twenty people. The exact number
of members within the range shall be determined from time to time by the Board. The Board shall consist
of directors affiliated with Member organizations and directors not affiliated with member organizations.
The Board shall also constitute the members of the organization, ex officio who shall have the right to
vote for the governing body of the Organization (the Board of Directors) as set forth in the Delaware
Corporate Code.

Section 8.02. Directors Terms and Term Limits. Directors shall serve three-year terms. Except as
provided in Section 8.02a, no director may serve more than three consecutive terms.

Section 8.02a Extension of Term of a Director Elected to an Office. Section 8.02 notwithstanding,
any director who is elected to an office may serve an additional one or two years beyond the term limit set
forth in Section 8.02 in order to serve a complete term as officer .


Section 8.03. Election Of The Board of Directors.

A. At the annual meetings of the Governing Members the members of the Board shall be elected to terms
as set forth in Section 8.02.

B. If a vacancy shall occur due to the resignation or inability of a member to perform his or her duties, the
position shall be filled by an individual nominated by any member of the Board and approved by a
majority vote of the Board present and voting. Such individual shall serve for the remaining term of the
member that is being replaced.


                                               Article IX
                                      Duties And Powers Of Board


Section 9.01. General Powers. The Board may exercise all such powers of The Forum and do all such
lawful acts and things as are not by statute, or by the Articles of Incorporation or by these Bylaws,
directed or required to be exercised and done by the members. Without limiting the generality of the
foregoing, the powers of the Board shall include the power to authorize increases in The Forum's
indebtedness and to mortgage and pledge its assets.

Section 9.02. Informal Action By The Board. Notwithstanding anything to the contrary contained in
these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing, or by electronic transmission and the writing or writings or
electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or
committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

Section 9.03. Executive and Other Committees.

    A. The Board of Directors may, by resolution passed by a majority of the total authorized number of,
       or whole Board or Directors, designate an executive committee and/or one or more other
       committees, each committee to consist of two or more members of the Board of Directors. Any
       such committee, to the extent provided in the resolution or in these bylaws, shall have and may
       exercise the powers and authority of the Board of Directors in the management of the business
       and affairs of the corporation, except in reference to powers or authority expressly forbidden such
       a committee by applicable statutory law, and may authorize the seal of the corporation to be fixed
       to all papers which may require it.
    B. In the absence or disqualification of any member of such committee or committees, the member
       or members thereof present at any meeting and not disqualified from voting, whether or not he or
       they constitute a quorum, may unanimously appoint another member of the Board of Directors to
       act at the meeting in the place of any such absent or disqualified member.
    C. The executive committee shall have and shall exercise, between the meetings of the Board of
       Directors, the full power and authority of the Board in the management of the business and affairs
       of the corporation, including, without limitation, the power and authority to declare a dividend, to
       call meetings of shareholders and to authorize the issuance of stock, except in reference to
       power and authority expressly forbidden by applicable statutory law, and may authorize the seal
       of the corporation to be affixed to all papers which require it; provided, however, that the
       executive committee shall not have the power or authority to fill vacancies in its own membership
       which vacancies shall be filled by the Board of Directors.
    D. The executive committee and such other committees shall meet at stated times or on notice to all
       of their own number. They shall fix their own rules of procedure. A majority shall constitute a
       quorum, but the affirmative vote of a majority of the whole committee shall be necessary to act in
       every case.
    E. Such other committees shall have and may exercise the powers and authority of the Board of
       Directors to the extent provided in such resolution or resolutions.


Section 9.04. Forum Council. The Board shall be advised by an Forum Council, the members of which
shall be elected by the Voting Members. The Forum Council shall consist of fifteen (15) members, at least
eight (8) of whom are representatives of Voting Members of The Forum, and shall be divided into three
classes of five (5) members each. The initial term of office of those of the first class shall expire at the
annual meeting next ensuing; of the second class 1 year thereafter; and of the third class 2 years
thereafter. At each annual election held after such classification and election, Forum Council Members
shall be chosen for a full three year term, as the case may be, to succeed those whose terms expire.

Section 9.05 Nominating Committee. Each year, before the Annual Meeting, a Nominating Committee
of not less than three (3) nor more than five (5) members of the Forum Council appointed by the Chair of
the Forum Council, together with the Chair of the Nominating Committee of the Board of Directors, shall
prepare a slate of nominees for election to the Forum Council by the Voting Members. The Forum Council
Nominating Committee shall solicit nominations and volunteers from the membership, ensuring that an
appropriate balance of interests and talents are available in the slate to ensure the proper functioning of
the Goals Committees. The Nominating Committee shall conduct an election by soliciting the votes of the
voting delegates and shall report the results of this election at the next annual meeting

                                                 Article X
                                                 Meetings


Section 10.01. Annual Meeting. An annual meeting of the Board shall be held each year on the date of
determined by the Board of Directors. Officers shall be elected at this meeting and shall take office the
following July 1.

Section 10.02. Special Meetings. Special meetings of the Board may be held at the call of the Chair.

Section 10.03. Notice Of Meeting. Notice shall be given to each member of the Board at his/her usual
place of business and/or residence at least two weeks in advance of each annual or regular meeting.
Notice of any special meeting shall be given as set forth herein at least two weeks in advance of such
special meeting whenever practicable.

                                                 Article XI
                                                 Officers


Section 11.01. Chair; Powers And Duties. The Chair shall be the senior officer of The Forum and shall
have such powers and duties as the Board may prescribe. He or she shall have general charge and
supervision of the business of The Forum and shall exercise or perform all the powers and duties usually
incident to the office of Chair. The Chair shall from time to time make or cause to be made such reports of
the affairs of The Forum as the Board may require. The Chair shall serve as an ex officio member on all
committees of the Board.
Section 11.02. Vice Chair; Powers And Duties. The Vice Chair shall, in the absence or disability of the
Chair, perform the duties and exercise the powers of the Chair; and if there be more than one Vice Chair,
their seniority in performing such duties and exercising such powers shall be determined by the Board or,
in default of such determination, by the order in which they were first elected. Each Vice Chair also shall
have such powers and perform such duties as may be assigned to him by the Board.

Section 11.03. Secretary; Powers And Duties. The Secretary shall be a member of the Board of
Directors and shall attend all sessions of the Board and all meetings of the members and act as clerk
thereof, and record all the votes and minutes thereof in books to be kept for that purpose; and shall
perform like duties for the Board when required. The Secretary shall give, or cause to be given, notice of
all meetings of the members and of the Board, and shall perform such other duties as may be prescribed
by the Board or by the Chair. The Secretary shall keep in safe custody the corporate seal of The Forum,
and may affix the same to any instrument requiring it and attest the same.

Section 11.04. Treasurer; Powers And Duties. The Treasurer shall be the chief financial officer and
shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to
The Forum and shall see to the deposit of all money and other valuable assets in the name and to the
credit of The Forum in such depository or depositories as may be designated by the Board, subject to
disbursement or disposition upon orders signed in such manner as the Board shall prescribe. The
Treasurer shall render to the Chair, at the regular meetings of the Board or whenever the Chair or the
Board may require it, an account of all his transactions as Treasurer and of the results of operations and
financial condition of The Forum. If required by the Board, the Treasurer shall give The Forum a bond in
such sum and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of
the duties of his or her office, and for the restoration to The Forum, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, records, money and other property of
whatever kind in his or her possession or under his control belonging to The Forum.

Section 11.05. Delegation Of Officer's Duties. Any officer may delegate duties to his assistant (if any)
appointed by the Board; and in case of the absence of any officer or assistant officer of The Forum, or for
any other reason that the Board may deem sufficient, the Board may delegate or authorize the delegation
of his powers or duties, for the time being, to any person.

Section 11.06. Election Of Officers. The officers of The Forum shall be elected to three year terms by
the Board from amongst its members at its annual meeting. Nominations for each office may be made by
any member of the Board. Each nominee shall serve in such office upon election by a majority of the
Board members present and voting.

                                                 Article XII
                                                 Elections


Section 12.01. Nominating Committee.

A. At the Board meeting prior to the end of The Forum's fiscal year in each year, a Nominating Committee
shall be elected, including the Vice-Chair of the Forum Council. The Nominating Committee shall propose
a slate of candidates for Directors, to be elected by the Governing Members and officers to be elected by
the Board.

B. The Nominating Committee shall nominate one candidate for each office (Board and its officers) to be
elected at the annual meeting of the Board, and shall notify the Secretary of their selection not later than
twenty days prior to the annual meeting

Section 12.02. Election.

At the annual meeting, the Secretary shall present to the Board for vote the slate of officer candidates
selected by the Nominating Committee prior to the vote of the Board, the floor shall be opened for any
Board Member to nominations of other candidates which to be eligible to be voted upon must be duly
seconded by a Board Member entitled to vote. Once the nominations from the floor are closed, the
membership shall vote on all nominated candidates.

                                                Article XIII
                                                 Records


Section 13.01. Records. The Forum shall keep at its registered office in this State or at its principal place
of business wherever situated an original or duplicate record of the proceedings of the directors and the
original or copy of its Bylaws, including all amendments and alterations thereto to date, and a register,
giving the names and addresses of the members of the Board. The Forum shall also keep complete and
accurate books or records of account.

Section 13.02. Right Of Inspection. Every member of the Board shall, upon written demand under oath
stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual
hours for business for any proper purpose, one reasonably related to the interest of such person as a
member of the Board, books and records of account, and records of the proceedings of the directors, and
to make copies or extracts therefrom.

Section 13.03. Execution Of Written Instruments. All contracts, deeds, mortgages, obligations,
documents and instruments, whether or not requiring a seal, may be executed by the Chair and attested
by the Secretary or an Assistant Secretary. All checks, notes, drafts and orders for the payment of money
shall be signed by such one or more officers or agents as the Board may from time to time designate.

                                               Article XIV
                                        Miscellaneous Provisions


Section 14.01. Indemnification Of The Board And Officers. The Forum shall, to the fullest extent
permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (and whether brought by or in the right of The Forum) by reason of the fact that he is or was
a Board member, or is or was serving at the request of The Forum as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding.

Section 14.02. Fiscal Year. The fiscal year of The Forum shall end on the thirtieth day of June of each
year.

                                             Article XV
                                         Amendment Of Bylaws


Section 15.01. Amendments. These Bylaws may be altered, modified, amended, supplemented or
repealed by a majority vote of the Members of The Forum at any annual or special meeting of the
Members, duly convened after notice to the Members for that purpose; or by unanimous written consent
or consents of all of the Members, without a meeting. The notice of the meeting in which the Bylaws may
be amended and/or the written consent of Members shall set forth the proposed amendment to the
Bylaws.

                                              Article XVI
                          Irrevocable Dedication; Dissolution And Reversion
Section 16.01. Irrevocable Dedication. The Forum is not organized, nor shall be operated, for a
pecuniary gain or profit. The property, assets, profits and net income of The Forum are irrevocably
dedicated to religious, charitable, scientific and educational purposes, and no part of the profits or net
income shall inure to the benefit of any officer or member thereof. Section 16.02. Dissolution. Should The
Forum cease to act and be dissolved, its property and assets then remaining shall be paid over to and
become the property of a charitable organization designated by the Board, provided, however, that
payment shall be made hereunder only to such corporations, trusts, foundations, or other organizations
which are organized and operated exclusively for religious and/or charitable educational or scientific
purposes and which are exempt from Federal income tax under Section 501(a) of the Internal Revenue
Code (the "Code") as now enacted or as may hereafter be amended as organizations described in
Section 501(c)(3) of the Code. In the event that the organizations herein above named shall not qualify
hereunder, the amount which it would have received upon dissolution shall be paid over to one or more
other qualifying organizations.

                                              Article XVII
                                             Effective Date


Section 17.01. Effective Date. These Bylaws shall take effect immediately. ADOPTED, this 28th day of
February, 2002.




Sole Incorporator

(Signed)


_____________________________________

David C. Larsen

								
To top